UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

  

Date of Report (Date of Earliest Event Reported): June 7, 2021

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37704   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

142 W. 57th St., 8th Floor

New York, New York 10019

(Address of Principal Executive Offices)

 

(646) 665-4667

(Issuer’s telephone number)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which 
registered
Common Stock, par value $0.0001 per share   DRIO   The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

   

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Adoption of an amendment to the 2020 Equity Incentive Plan

 

On June 7, 2021, DarioHealth Corp. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares authorized for issuance under the 2020 Plan by 700,000 shares from 1,828,890 to 2,528,890 (the “Plan Amendment”). The Plan Amendment was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee on April 15, 2021.

 

A detailed summary of the  Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting filed with the Securities and Exchange Commission on April 26, 2021 (the “Proxy Statement”) under the caption “Proposal 2: Incentive Plan Proposal,” which summary is incorporated herein by reference.

 

That detailed summary of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.

 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

  

The final voting results of the 2021 Annual Meeting held on June 7, 2021, are set forth below. Stockholders voted on the following proposals:

 

Proposal No. 1 — Election of Directors.

 

The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

 

Director Name   For   Against   Abstain   Broker Non-Votes
Hila Karah   7,486,849   128,643   65,972   2,182,524
                 
Dennis Matheis   7,606,391   9,050   66,023   2,182,524
                 
Dennis M. McGrath   7,400,761   214,685   66,018   2,182,524
                 
Erez Raphael   7,604,911   10,580   65,973   2,193,104
                 
Yoav Shaked   7,400,553   214,938   65,973   2,182,524
                 
Adam K. Stern   7,597,068   18,423   65,973   2,182,524
                 
Richard B. Stone   7,502,397   119,369   65,873   2,176,349

 

 

 

 

Proposal No. 2 — Incentive Plan Proposal.

 

The stockholders approved the Plan Amendment. The Plan Amendment proposal required the affirmative vote of a majority of the votes cast at the 2021 Annual Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

 

For   Against   Abstain   Broker Non-Votes
5,510,502   2,114,088   56,874   2,182,524

 

Proposal No. 3 — Amendment To Certificate Of Incorporation Proposal.

 

The stockholders did not approve the amendment to the certificate of incorporation of the Company. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

 

For   Against   Abstain   Broker Non-Votes
5,609,591   2,059,826   12,047   2,182,524

 

Proposal No. 4 — Amendment To Bylaws Proposal.

 

The stockholders did not approve the amendment to the Company’s bylaws. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

 

For   Against   Abstain   Broker Non-Votes
7,566,889   76,824   37,751   2,182,524

 

Proposal No. 5 — Ratification of Auditors.

 

The stockholders ratified the appointment of Kost Forer Gabbay& Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

 

For   Against   Abstain
9,732,605   93,817   37,566

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: June 7, 2021 DARIOHEALTH CORP.
   
   
  By:  /s/ Zvi Ben David
    Name: Zvi Ben David
Title:   Chief Financial Officer, Treasurer and Secretary

 

 

 

 

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